Page 50 - ar2012

SEO Version

REPORT OFTHE DIRECTORS
46
GEO ENERGY RESOURCES LIMITED
| Annual Report 2012
There was no change in the above-stated interests in the ordinary shares of the Company between the end of
the fnancial year and 21 January 2013, save that Charles Antonny Melati (“
CAM
”) and James Beeland Rogers
Jr (“
JR
”) entered into an agreement dated 3 January 2013 pursuant to which CAM agreed to grant to JR, on the
day after the expiry of CAM’s one-year share moratorium (given in connection with the Company’s initial public
offering), a call option over 2,000,000 ordinary shares of the Company (owned or to be owned by CAM). The call
option’s exercise price is S$0.35 per share, with exercise period of 10 years, commencing 1 January 2015. The call
option is exercisable in whole or in part and subject to conditions precedent. The number of shares under the call
option is subject to adjustment provisions.
4
DIRECTORS’ RECEIPT AND ENTITLEMENT TO CONTRACTUAL BENEFITS
Except as disclosed in the accompanying fnancial statements and in this report, since the end of the previous
fnancial year, no director has received or become entitled to receive a beneft by reason of a contract made by the
Company or a related corporation with the director or with a frm of which he is a member, or with a company in
which he has a substantial fnancial interest. Certain directors received remuneration from related corporations in
their capacity as directors and/or executives of those related corporations.
5
SHARE OPTIONS
(a)
Options to take up unissued shares
During the fnancial year, no options to take up unissued shares of the Company or any corporation in the
Group were granted.
(b)
Option exercised
During the fnancial year, there were no shares of the Company or any corporation in the Group issued by
virtue of the exercise of an option to take up unissued shares.
(c)
Unissued shares under options
At the end of the fnancial year, there were no unissued shares of the Company or any corporation in the
Group under option.
6
AUDIT COMMITTEE
The members of the audit committee of the Company (the “
Audit Committee
”) as at the date of this report are:
Ong Beng Chye
(Chairman of the Audit Committee and Independent Director)
Soh Chun Bin
(Lead Independent Director)
Lu King Seng
(Independent Director)
Karyono
(Independent Director)
The Audit Committee carries out the functions specifed in Section 201B(5) of the Act. The main functions of the
Audit Committee are as follows:
(i)
review the audit plans of the external auditors and internal auditors, including the results of the external and
internal auditors’ review and evaluation of the Group’s system of internal controls;
(ii)
review the annual consolidated fnancial statements and the external auditors’ report on those fnancial
statements, and discuss any signifcant adjustments, major risk areas, changes in accounting policies,
compliance with Singapore Financial Reporting Standards, concerns and issues arising from their audits
including any matters which the auditors may wish to discuss in the absence of management, where
necessary, before submission to the board of directors (the “
Board
”) for approval;